Black Wolf
by Omega-Em-Z-01
Summary: Team Prime has finally regained their footing from the Decepticon attack, but Arcee wonders if an old enemy was truly destroyed. Airachnid has survived the unimaginable and receives aid from a new threat. Rated T 'cause you never know. This is my first story, so please no harsh comments :)
1. Chapter 1

Black Wolf

Chapter 1

It had been six months ever since the Decepticons had destroyed the Autobot base and sent Team Prime into a frenzy. Before the base was destroyed, Optimus Prime ordered Ratchet to bridge everyone else across America to avoid capture, and possible death.

Arcee and Jack had been sent to Oklahoma, Bulkhead and Miko were sent to Ohio, Bumblebee and Raf traveled to Florida, and Ratchet had bridged himself to Montana. None of the other Autobots knew if Optimus had made it out of the base or not.

Three months later, Agent Fowler managed to contact and round up the other Autobots and had supplied them with a new base. It was then when Ratchet immediately began constructing the things needed to rebuild their old lives. By this time, it was accepted in everyone's mind that Optimus Prime perished in the explosion. But the mighty Prime must have decided that his team needed him more than ever, because after Ratchet finished establishing a com link system, Team Prime received a message from their leader.

"I have been unable to travel far from the site of our former base," said Optimus, still in a weakened state, "But I have managed to evade from the Decepticons view for quite some time, thanks to the help of human aid."

Agent Fowler made arrangements to have the Autobot leader transported to the new base. Optimus received a hearty welcome from his team and some tears were even shed.

"Don't you EVER scare us like that again!" Arcee's stamina may have kept her strong in battle, but no emotions could be mask here, not now.

Now, things were finally beginning to return to normal. However, Megatron continued with his relentless pursuit against humankind and he showed no signs of stopping any time soon.

Arcee knew her mind should always remain focused on the mission, but in the back of her mind, one little, deadly detail left at the base made her wonder. Did it open? Did she escape? Or was she simply destroyed in the blast?

"_Nothing could've survived that blast," _She thought, "_But, then again, Optimus survived. I-It could be possible." _

But if Airachnid were alive, then she would stop at nothing to seek the ultimate revenge.

* * *

Pain. Completely unbearable pain. Airachnid felt numbness all over her body from it. She could barely move and, if she tried to move even a finger, the pain would only increase. She never felt anything like this. What was it the humans said? A taste of your own medicine? Well, it tasted terrible.

What had happened? The last thing Airachnid remembered was accidently stepping into a stasis pod after Arcee knocked her back. Arcee. The next time Airachnid saw her, she'd rip out her spark chamber 10 times over. But that idea was unlikely at the moment.

Where was she? Airachnid knew she was no longer in stasis. As she became more aware of her surroundings, Airachnid noticed a small cube of Energon sitting on a berth-side table next to her. It took all of her strength to reach out and grab the cube, bringing it to her lips. The taste seemed to fill her with life as she continued to chomp it down.

"Well, at least I won't starve to death," Airachnid said to herself. She chuckled at the idea, but the humor died when the door to her berth room opened. It was difficult to see in the limited light, but the voice that spoke was all that was needed.

"Well, my dear, it appears that you've finally regained some of your former strength. You recovered quicker than I thought you would." The mech's voice was smooth and inviting, but had a certain level of danger behind it.

"And who do I have the pleasure of thanking?" said Airachnid, propping herself up.

"A friend," said the mech, pushing her back onto the berth, "it's been a while since I've seen any one of my kind, especially a femme."

"You're a Decepticon?" Airachnid began growing alarmed at the thought.

"Hmmm… sides have not purpose on my ship. I was thinking more along the lines of _kind_, type of Cybertronian, if you know what I mean."

The mech stepped a little closer into the light. He had to be about Soundwave's height and built, give or take.

"But I see that you are in fact a Decepticon, which might –"

"Was," Airachnid corrected him, "I was a Decepticon. Until Megatron sent his mindless lackeys to terminate me."

"Oh, I see," The mech was silent for a minute, "Looks like I'm not the only one."

He reached out to stroke Airachnid's leg. She jerked it back and spat her poisonous venom onto his arm. Her eyes widened as it dripped harmlessly off his arm.

"Forgive me," said the mech, brushing off the remaining venom, "That was completely improper for me to do. But I believe it would be in your best interest not to try and kill me. You want revenge, don't you?"

"Yes," said Airachnid, wiping off a drop of venom from her mouth, "Who are you?"

The mech stepped into the full light. Like Airachnid, he was mainly a solid black color with a few highlights of green here and there. Six spider-like legs stuck out of his back, each of them were four times as thick as Airachnid's and ended with a sharp tip. His mouth curled into a fanged smile and his lime-green pupil-less eyes stared right into Airachnid's own.

"I am Black Wolf," said the mech, "And I seek revenge as well."


	2. Chapter 2

Black Wolf

Chapter 2

Black Wolf. Airachnid had heard of the name before. What did it say in his records? She remembered that he was one of the fiercest Decepticons during the Great War; one of Megatron's greatest warriors. But it had said that he perished in an Autobot ambush. But how was this possible? He was standing right in front of her!

"You should recharge some more. This simple conversation may have slightly debilitated you," said Black Wolf. Something about his voice seemed even less threatening know that Airachnid knew who the speaker was.

Black Wolf walked out of the room, leaving Airachnid in a semi-confused state. In all of the military history she learned, there was nothing regarding the chance that he was alive. She would have many questions for him when she woke up.

After a good recharging, Airachnid was finally able to get up off of her berth and make her way out of the room. The ship she was on must has been quite large. Not as big as the _Nemesis_, but large enough to carry a mid-sized unit of Cybertronian warriors and provide comfort. Airachnid walked to the bridge of the ship to find Black Wolf standing at the controls.

He turned around and smiled.

"Have a nice power-down?" he asked politely.

"Quite refreshing indeed," replied Airachnid, "But such time to myself can give me an opportunity to think of some questions. A lot of them."

"Well, if you want answers," said Black Wolf, "Then won't you accompany me to the dining hall?"

Black Wolf walked past Airachnid and out the door. Not quite sure what to do, Airachnid followed him through the labyrinth-like hallways.

When they came to the dining hall, Airachnid couldn't help but stare. The hall was decorated with magnificent columns and drapes, exotic plants, a crystal chandelier, and a giant window that gave a spark-stopping view of the night sky.

Airachnid began to stumble a little and Black Wolf stopped to help her.

"Careful," he said in a smooth tone, "You still haven't fully recovered from that blast."

He set Airachnid down in one of the chairs near the center table. As he went to grab some Energon to drink, Airachnid asked her first question.

"How did you find me on this planet?"

Black Wolf looked back at her.

"Wasn't that hard," he told her, "I was wandering this part of the galaxy when I pick up a strange, but powerful energy profile. I followed it to this planet and found the remains of what looked like a base, but it was difficult to tell. As I sifted through the rubble, I found the stasis pod that you were contained in. It was breached and you were heavily damaged."

Airachnid looked down her arms and spider-legs and saw the burns and charred metal from the blast.

"I pulled you out to get a better look and almost danced when I saw your beautiful Insecticon-like form," Black Wolf smiled at her again, "So I decided to bring you aboard my ship, the _Reaper_, and try my best to repair you."

Black Wolf brought over two Cybertronian wine glasses filled with Energon and placed one of them in front of Airachnid.

"Any more questions?"

"Yes," continued Airachnid, "In all of Decepticon military history, it indicates that you were terminated by Autobots in an ambush. Care to explain that?"

Black Wolf paused for a moment.

"That is a lie," His tone was much more serious and his expression grew darker, "There was indeed an ambush, but no such Autobots were present. I was one of Megatron's greatest warriors. But as the war continued to press on, he was becoming concern that I was planning to overthrow him and lead the Decepticons on my own. Leading that many witless beings isn't really my thing. On that fateful day, Megatron sent me and an unusually large unit to investigate the possible location of and Autobot outpost. I should've been more suspicious because the entire unit turned their guns on me. It was almost no trouble extinguishing them all. Later, I confronted Megatron on the matter, and he attacked me himself. I barely escaped with my life."

Airachnid smiled, "Clearly, you've been through tougher scrap."

Black Wolf laughed, "Yes, well, I realized that I no longer had a place in the war or on Cybertron. So, I decided to use my skills for my own benefit, thus becoming a bounty hunter. It certainly pays well, as you can see."

He brought the wine glass to his lips and the Energon in the glass began to turn a sickly green as he drank.

"So," said Black Wolf as he set down the glass, "Why are you on such a primitive planet anyway?"

"It wasn't exactly by choice," answered Airachnid, "I was traveling space looking for alien specimens for my collection when my ship was damaged. I didn't want to crash on a lifeless planet, so I came to the closest one in proximity, which just happened to be Earth."

"Earth," Black Wolf pondered for a moment, "So that's want this planet is called. Quaint."

"Yes, well, I was planning to find a specimen, repair my ship, and be on my way when I ran into an old enemy of mine, Arcee. Apparently, she, Optimus Prime, and a few others are staged on this planet."

Black Wolf laughed, "Really? What a small universe this is!"

Airachnid smiled, "That's what I told Arcee. She had one of the planet's inhabitants, a human, with her. And clearly she cared about the insect. I wasn't about to pass that opportunity up. But while chasing him down, the human destroyed my ship and nearly extinguished my spark by igniting the Energon fuel systems."

"I've read reports on Arcee," said Black Wolf, "A cyber-ninja for the Autobots. Looks like you have more than one person to take your revenge out on."

"Oh, you have no idea."

"Well, I might have a solution for that," said Black Wolf, sitting up in his chair into a more business-like position, "If we work together on this, we can devise a plan to terminate both our enemies in one swift motion. Are you interested?"

Airachnid took a sip of her Energon, watched as it turned to the same sickly green, and said, "Go on. I'm listening."


	3. Chapter 3

Black Wolf

Chapter 3

Arcee's optics on-lined when she woke up from a short recharge. The new base wasn't that different from the one old, but the fact that her former safe haven had been discovered and destroyed made her feel a little homesick. Arcee missed Jasper and the wide desert plains that went on forever. It had been her home for so many years. But now, it was gone.

Arcee got up from her berth and walked to the medical bay.

"Optimus," she said when she saw the Autobot leader sitting on a berth, "How are you feeling?"

"I feel fine," he replied, "Thank you for asking."

Arcee left the med bay and continued walking. Things just felt a little awkward since Optimus had returned. Arcee just couldn't figure out why. Hopefully it would pass.

Arcee walked to the main computer and met up with Bulkhead and Bumblebee. Agent Fowler hadn't managed to locate Smokescreen or Wheeljack since the attack. Wheeljack must have been killed when Starscream shot down his ship. And no one could even try and guess where Smokescreen was.

"Where are the kids?" asked Arcee, noticing that they were gone.

"Fowler took them to go look for apartments," answered Bulkhead, "They might as well get settled in."

"Yeah," said Arcee. She felt terrible for them. Miko couldn't go home at the moment, Raf was still separated from the rest of his family, and Jack and his mother had lost everything. She couldn't imagine what they were going through. No, wait, she could.

"Are they going to be back soon?" she asked.

"[They haven't called in a while,]" beeped Bumblebee, "[But they said that they'd be back by two.]"

Arcee looked at the clock. 1:30 pm. They should be back soon. Maybe Miko would play her guitar or something when they got back. That would certainly add some excitement.

Arcee started heading back to her berth when a voice came on the main computer.

"Ratchet! Bee!" Raf's voice was shaken, "Is anyone there?"

"I'm here, Raf," Ratchet answered first, "What's the problem?"

"W-w-we were just about the come back when-" Raf sounded like he was on the verge of crying, "When that spider Con came and took Jack!"

Arcee ran up to the computer.

"Airachnid!" She did survive! And if she took Jack, then that meant Airachnid wanted something.

"Just stay calm, Raf," said Ratchet reassuringly, "I will bridge you and the others back now."

He walked over to the Ground-Bridge controls and activated the portal. When the humans came in, Agent Fowler was trying to calm down June Darby, who was crying uncontrollably. Miko and Raf were still shaking. Bumblebee grabbed a few blankets and gave one to each human. Agent Fowler denied and walked over to where Ratchet was.

"The creepy-crawly must've been watching our every move," said Fowler, "She attacked when we were out in a mostly abandoned parking lot."

"Did you see which direction she fled?" asked Arcee in a furious tone.

"It looked like she was heading North," said Fowler, "But it was difficult to tell."

Arcee felt like screaming. She wanted to tear Airachnid limb from limb! Optimus came into the room upon hearing the commotion.

"What is wrong?" he asked.

"Jack has been taken," explained Ratchet, "It would seem that Airachnid escaped the stasis pod during the explosion."

"Optimus," said Arcee, "We have to find him. If we wait, who knows what Airachnid could do to him!"

"I agree," said Optimus, "But since we do not yet know where Airachnid has taken Jack, we have no choice but to wait."

Arcee let out an angry vent and stormed back to her berth. The next time she saw Airachnid, she's send her to the Pit.

The next day, the computer was beeping very loudly.

Ratchet walked over immediately.

"It's a high frequency signal with an embedded message," he pressed a few buttons and a video started to play on the screen.

"Autobots," Arcee ran over at the sound of Airachnid's voice, "Fancy talking to you again. I just thought I'd let you know that Jack is unharmed and in my… care."

Arcee looked like she was ready to jump into the screen and strangle the Con.

"However," continued the spider femme, "I have some demands that I need to be made. If you want to see Jack again, alive that is, then have Arcee meet me at these coordinates. She must come alone. If anyone else shows up, then Arcee will have another fallen partner added to her list."

By this time, Arcee's optics were burning with fury and hatred. Everyone else had come in to listen to the video, but they made sure to stay at a reasonable distance from Arcee.

"Oh, and just so you know," Airachnid looked behind her at something hanging from the ceiling, "Say hello, Jack."

"Arcee!" Jack's voice was filled with terror.

"Jack!" said Arcee and June Darby in unison. June started crying again and Miko and Raf tried to comfort her.

"Tell Arcee she has three hours," the video ended.

Arcee started walking to the Ground-Bridge before Optimus stopped her.

"Arcee, this is clearly a well-orchestrated plan for revenge."

"I know," Arcee turned around to face him, "You aren't stopping me, are you?"

Optimus looked down for a minute.

"I'm not," he finally answered, "Against my better judgment, I think it would be best for you to go and help Jack."

"Ratchet," Arcee turned to the medic, "Send me to the coordinates."

Ratchet walked over to the controls and put in the coordinates Airachnid supplied. A green portal opened immediately and Arcee walked through it.

"She will most likely do something rash," said Ratchet.

"And I'm not sure we can do anything to stop her," replied Optimus.


	4. Chapter 4

Black Wolf

Chapter 4

The Ground-Bridge coordinates had brought Arcee to an open field surrounded by trees and rocks. Standing in the middle of it was Airachnid. Arcee noticed her disfigured skin and severed limbs from previous attacks, but the same hatred and ferocity still lingered in the spider-bot's optics.

"Glad you could make it, Arcee. You certainly don't waste time."

"Where's Jack?" Arcee activated her blasters.

"You'll have to find him," Airachnid started drilling the ground beneath her feet and disappeared. Arcee ran over to the hole Airachnid created and jumped into it. It didn't travel down very far; it dropped into an underground tunnel with several different opening to choose from.

"Careful, Arcee" taunted Airachnid, "Don't get lost."

"Jack?" called out Arcee, "Where are you?"

"Arcee," Jack's voice sounded like it was coming from her right, "You need to get out of here!"

"Not without you," Arcee chose a random tunnel and started navigating her way through it.

"No, Arcee," called out Jack again, "It's a trap!"

"I know that Jack. But I need to get you out of here."

His voice sounded closer, but it seemed impossible to find him through this maze.

"Just like New York," muttered Arcee to herself.

Right turn, left turn, dead-end, go back, right turn, another right turn, another dead-end. Arcee grunted. If she didn't find Jack in time…

Then she looked up, after noticing a light, and climbed up an opening into another tunnel. But this one lead straight into a large cavern covered with spider webs. And in the center of the stone ceiling hung Jack, still wrapped up in Airachnid's webbing.

"Jack!"

"Arcee," said Jack while trying to look down, "You can't be here! Get out!"

Arcee ignored him and looked at the webs, trying to find a way to climb up there without getting caught. She found a small opening off to the side and started climbing up the wall. But something seemed off. This was almost too easy. It was almost as if Airachnid was allowing her to rescue Jack.

Arcee was almost to where Jack was. The ground beneath her looked far, but she didn't care.

"Arcee," Jack was practically begging now, "You need to get out! Airachnid isn't alone!"

"What?" said Arcee. But Jack's warning had come too late. Something strong hit Arcee in the helm and sent her falling to the ground. She landed on her back in a daze, but moved out of the way while something dropped down from the ceiling and threatened to crush her. It took the form of a large mech with spider-like legs that were much thicker than Airachnid's. He stood up to face Arcee and smiled.

"So you are the cyber-ninja for the Autobots," said the spider-mech in a booming voice, "Lovely to finally meet you."

He bowed down in a mocking fashion and Arcee pulled out her blasters. But before she could shoot him, something hit her from behind again and she heard Airachnid's sadistic laughter.

"Come now, Arcee. I know that you're much more focused than that."

Arcee screamed in rage and charged at Airachnid. She dodged nearly every move before Arcee finally punched her across the faceplate. Airachnid was knocked back and hit the wall. Arcee charged again, but the mech grabbed her neck, lifted her in the air, and started to squeeze. Arcee tried to speak, but all that came out was a choking sound.

"Forgive me for not properly introducing myself," said the mech, "I am Black Wolf, former Decepticon and current bounty hunter."

Arcee clawed at his servo around her neck. She tried to break his grip, but he was far too strong.

"Hard to believe that you have such trouble with something… so small," Black Wolf laughed. He threw Arcee against the cavern wall and her helm hit the rock with a loud clang. Jack called out her name.

"She tougher to scrap than most," added Airachnid, "But she won't grant me Megatron's approval. She's worthless."

Arcee struggled to regain her footing. Airachnid walked over and pinned her against the wall.

"But I will greatly enjoy tearing out her spark."

Airachnid lifted Arcee with one of her spider legs and bit her on the side of her neck. Arcee screamed as she felt the venom begin to coarse through her veins.

"Arcee!" Jack struggled in the stick cocoon he had been wrapped in. Airachnid threw Arcee to the ground.

"How long before the venom begins to shut down her systems?" asked Black Wolf.

"A few days," answered Airachnid, "I made sure that she would stay awake long enough to watch as you sever Optimus Prime's head."

She leaned in closer to Arcee's faceplate.

"And long enough to watch as I maim the last partner she will ever have."

Arcee tried to grab Airachnid by the throat, only to be kicked in the faceplate. After that, she couldn't move. She felt Airachnid incase her in a cocoon of webbing and lift her up to the ceiling next to Jack.

"Arcee," Jack stared at her with worried eyes, "Are you okay?"

"I'm-I'm fine. Jack, I'm so sorry I failed you."

"You did everything in your power, Arcee. I couldn't ask for a better friend."

Arcee smiled and grinded her denta as the pain from the venom increased. She looked down when she heard Black Wolf and Airachnid talking again.

"Now that we have our bait," said Airachnid, "Let's send a message to Optimus Prime."

"Not so fast, my dear," said Black Wolf, placing his servo on Airachnid's shoulder, "We should wait a day for the Autobots to fret and for the venom to settle in. Then, we shall lure in the Prime with the bait. He will be ours and we shall finally have our revenge on Megatron."

"Won't you join me to record a message for him?" Airachnid took both his servos and wrapped them around her own frame. Black Wolf growled excitedly.

"Only if you join me for dinner," he pressed Airachnid's lips against his own in a deep, prolonged kiss. They both growled loudly as the kiss continued

Arcee stopped looking down at them and groaned.

"This is going to be a long night."

**I know I usually don't put on little things at the end of chapters in this story, but I figured just one couldn't hurt ****. Please leave comments. Laters! **


	5. Chapter 5

Black Wolf

Chapter 5

"Where could they be?" June Darby was wreck. It had been a full 24 hours since Arcee had set out to rescue Jack. Team Prime hadn't heard from her since she entered the Ground-Bridge and they couldn't get a hold of her through the com link. June had feared the worst, but the rest of the team refused to believe that Arcee and Jack were dead.

"Please calm down, Nurse Darby," said Ratchet, "Arcee won't let anything happen to Jack. And Airachnid was clearly injured. I'm sure there's a reason why there hasn't been any communication."

"What other reason could there be?" asked June, while more tears flowed out her eyes.

"June, please," said Optimus, "If we ever hope to find Jack and Arcee, we must all keep our emotions in check."

"[Optimus,]" Bumblebee spoke up, "[How exactly are we going to find them if we don't even know what happened?]"

"A good question, Bumblebee," Optimus thought that they could go and check the coordinates that Arcee used, but something about it seemed too risky.

"I say we go give Airachnid some blaster holes in that slaggin' processor of hers!" Bulkhead transformed one of his servos into a wrecking ball and the other into a blaster gun.

Optimus was about to speak when the main computer started beeping again. Ratchet went over to it.

"It's a high frequency signal, with an embedded message," Ratchet grunted, "Again."

He opened the message and another video appeared on the screen. This time, Airachnid was accompanied with a mech with the same spider-like structure she had. The way he carried himself showed his cunning and sheer deadliness.

"Autobots," Airachnid spoke first, "Arcee failed at her attempt to rescue your precious human. However, we will give you one last chance to rescue friends. But on one condition."

"Optimus Prime is the only one who is permitted to attempt the rescue," said the mech next to her, "If anyone accompanies him or takes his place, the end result will be the termination of both the Autobot and the human. You have one hour. Don't keep us waiting."

The video ended and disappeared from the screen.

"[Who was that with Airachnid?]" beeped Bumblebee.

"That's impossible," muttered Ratchet to himself.

"The mech revealed in the message was Black Wolf," answered Optimus, "He was one of Megatron's greatest and most trusted warriors."

"How com he looks like a guy version of creepy spider lady?" asked Miko.

"Because he is," said Ratchet, "Black Wolf possesses many of the same skills Airachnid has, but instead of webbing, he is known for having an unbelievable amount of strength."

"He was thought to have perished eons ago," added Optimus, "We now know why Arcee could not return. Airachnid and Black Wolf must have joined forces in hopes of accomplishing anything."

"So this Black Wolf must be helping the creepy-crawly get back at Arcee," said Agent Fowler.

"I must go," said Optimus.

"What?" exclaimed Ratchet, "Oh, no. You're still recovering from the Decepticon attack. You are far from being fit for duty."

"But, Ratchet," said Raf, "You heard what they said."

"The stakes are to great for us to ignore," Optimus stepped up to the Ground-Bridge, "Ratchet, bridge me to the previous set of coordinates."

Ratchet let out a worried vent and activated the Ground-Bridge. The green portal opened.

"[Please be careful, sir,]" Bumblebee had a worried look plastered on his faceplate. Optimus stopped to meet his eyes, which were filled with Energon tears.

"I will return with our friends," and with that, Optimus walked through the portal and disappeared. The rest of Team Prime prayed that their friends would return home safely.

Optimus arrived at the same location Arcee arrived at before. The only thing noticeable was the huge, gaping hole in the ground. Airachnid. The hole was just big enough for Optimus to jump into. He fell into the same network of tunnels as before, but there was no sound this time. No one to give out taunts of torment.

"Where could you two be?" Optimus asked himself. This labyrinth seemed to go on forever. Optimus hit several dead-ends before he found a tunnel that lead upward into a large cavern. The walls were covered with Airachnid's webbing. In the center of the ceiling hung Arcee and Jack. Jack appeared to be fine, but Arcee's metal skin was decorated with vein-like patterns similar to when Optimus himself had been infected with a Cybertronian plague.

"Airachnid, you twisted, Primus-forsaken being," Optimus looked to the center of the cavern itself and met the optics of Black Wolf.

"Optimus Prime," said Black Wolf with a smile, "For a while, we were beginning to think that you weren't going to show up."

Optimus transformed his servo into a blaster and aimed at Black Wolf's head. Black Wolf smirked at him.

"I wouldn't think about that if I were you," he said. He pointed upward to Arcee and Jack. Airachnid had a clawed spider leg at each of their throats. She hissed violently. Optimus lowered his blaster.

"I'll tell you what, Prime," said Black Wolf casually, "I'll make you a deal. You are free to bring your comrades home and treat their injuries."

He then shifted his weight to his spider legs and transformed his regular ones.

"But first, you have to defeat me. And if I win, I get to cut off your head. Deal?"

Optimus looked up at Arcee and Jack one more time. He saw Jack shake his head, urging him to decline.

"If we battle," he said to Black Wolf, "Then Airachnid must not be involved. This must be kept between you and me."

Black Wolf looked up at the femme.

"No promises," she said with a shrug.

Optimus glared at her, then at Black Wolf.

"So be it," he transformed his servo into a sword and charged at Black Wolf. But the spider was much quicker than he was. Every swipe that Optimus made was greeted with one of Black Wolf's shield-like spider legs.

"You're loosing your touch, old mech," Black Wolf sent a volley of fists at Optimus' head. One of them hit home and broke off part of his battle mask. Black Wolf's optics widened with excitement. Optimus pulled out his blasters and fired at him, but Black Wolf used his spider legs as a shield. The bullets grazed off and Black Wolf laughed. He pounced and tackled Optimus to the ground. He took one of his spiked legs and stabbed Optimus in the servo. Optimus did not dare scream; he would not show any weakness.

"Why don't we go somewhere a little more private?" Black Wolf smiled deviously. He threw Optimus into one of the darker tunnels. Optimus hit the ground with a grunt. Energon kept pouring from the hole in his arm as he tried to cover it. This new cavern was large and cloaked in darkness. Black Wolf's sadistic laughter could be heard everywhere.

"Tell me, Prime," Black Wolf's voice was loud and clear, "Do you fear me?"

"No," Optimus winced from the pain in his arm, "I do not fear you."

"Perhaps," the spider said, the sound of his voice waxing and waning, "But everyone fears something. Right now, I think you fear for your friends. You're afraid that you'll fail them. That their death will be your doing. Well, you're right. You overestimated your abilities to defeat me and now, you will have blood on your hands."

Optimus shot to his left, thinking that Black Wolf had stopped there, but all that was hit were rocks.

"And it's not just now," continued Black Wolf, "It's also the fear of failing to protect this planet and the stench that is humankind. The fear of having the rest of your team die while you linger on. They're all you have left now, aren't they?"

A heavy punch smashed Optimus in the back. He regained his footing and drew his sword, only to find more darkness.

"But you do not fear death," Black Wolf seemed to look right into Prime's spark, "You're ready to die for the ones you love, the ones you care about. But the cruel truth is that, when you die, nothing will stop anything from killing them. They will be hunted down and their corpses will be devoured by Time's fearsome appetite. There will be nothing left to mourn over."

Optimus let out a battle cry and shot out in all directions. None of them seemed to hit Black Wolf. Optimus closed his optics. He had to control himself! If he continued to let out his anger, Black Wolf would use it against him to insure his downfall. He put his blasters away and tried to relax, listening carefully.

"They laid all their hopes on you, Prime," the spider's voice was practically next to his audio receptor, "It'll crush them when they find your headless body."

Optimus swung hard to his right and punched Black Wolf against the wall. Black Wolf groaned and his optics widened when Optimus started attacking him again. He tried to defend himself from the Prime's relentless pursuit, but he was completely off his guard. Black Wolf was knocked to the ground again and remained there. Optimus grabbed one of his legs and threw him back into the other chamber.

Airachnid looked down in horror. Black Wolf groaned again and sat up.

"Your bravado betrays you," said Optimus. He aimed for the spider's chest and fired, knocking him up against the wall. Optimus looked up to Arcee and Jack.

"Think fast," said Airachnid. She cut the webbing holding them up and the two cocoons came hurdling to the ground.

Optimus jumped up in the air to catch them. Jack easily fit in his hand, but Arcee was a bit more difficult to grab hold of. He managed to catch them both and land on the ground safely. Airachnid hissed and jumped down to Black Wolf. She helped him back to his feet. He began to glower at Optimus.

"Rest assure, Prime," said Black Wolf, "I shall not underestimate you again."

Both he and Airachnid fled through one of the tunnels and back into the dark. Optimus didn't follow them. He ripped the webbing off Jack and set him down.

"Jack, are you alright?"

"I'm fine," Jack brushed off the remaining webs on his pants while Optimus tore off the webbing incasing Arcee. Now that she was at eye level, Arcee looked even sicker.

"How long has she been like this?" asked Optimus.

"At least a day," said Jack. Arcee let out a quiet moan. She sounded as if she was dying in front of them.

"Ratchet," Optimus spoke into his com link, "Open the Ground-Bridge."

"Thank the Allspark," said Ratchet, "Are you alright?"

A green portal opened and Optimus and Jack rushed over to it. But before they went through, Optimus looked back to the tunnel that Black Wolf and Airachnid went through. He thought back to the awful torments Black Wolf had said.

_How did he know? _

**Sorry that this was really long! I recently watched Rise of the Guardians and I loved the scene where Pitch was taunting Jack in his lair. So I thought I'd be neat to include something like that in this chapter. Anyway, I have one more chapter planned for this story. Please stay in touch and leave comments! Laters! **


	6. Chapter 6

Black Wolf

Chapter 6

Optimus woke up in his berth room with a startle. He usually didn't dream much while recharging, but this time he did. Dream was a bit of a stretch. Nightmare seemed to describe it better.

In his dream, he was back in the demolished remains of their former base. The Decepticon warship was hovering overhead and a giant alien fortress could be seen few miles out. Optimus noticed that he was unharmed even while everything around him was burning. But when he looked closely at the wreckage, he found the bodies of his team, lifeless and gray. Then he found Arcee, venting slowly. He rushed over and cradled her in his arms. She felt cold and her optics were flickering.

"Help me," said Arcee quietly. Before Optimus could say anything, Arcee's optics blinked out and her frame started turning a grayish color. Optimus felt tears running down his faceplate. Then, he heard laughter above him.

"Didn't I tell you? You could never save them."

Optimus looked up and saw Black Wolf standing in the smoke and fire. The spider's laughter continued to rattle on even when Optimus had woken up. He wanted to curse. That Primus-forsaken mech had peered into his spark and rooted out his deepest fears! Optimus tried to get his mind off of the matter by visiting Arcee in the med bay.

It had been a few days since Optimus' fight with Black Wolf. Agent Fowler had finally found a place for the kids and contacted Raf and Miko's families. June Darby barely let Jack out of her sights. No doubt he was being smothered with motherly love. But who could blame her?

Arcee was a bit of a different story. Airachnid's venom had severely damaged her systems during the 24 hours while she was held captive. Her color had return to its normal blue hue, but Ratchet had to work 24/7 to keep her in a stable condition. When Optimus walked into the room, Ratchet was gone and Arcee's monitor was beeping regularly. He walked over to her berth and sat down. She looked like she was still recharging, but Optimus spoke to her softly.

"Arcee? How are you feeling?"

She opened her optics.

"Like pounding Airachnid in the faceplate," Arcee gave Optimus a small smile and chuckled. Optimus smiled back.

"Thank you for coming back for us."

"Arcee, I wouldn't have let anything happen to you or Jack," he took Arcee's hand into his own, "Never again."

Optimus vented in relief. He would fight to his dying breath if it meant his team could live another day.

_How could he have done that? I had him where he was most vulnerable. He shouldn't have been able to smoke me out. _

Black Wolf sat in the command center of the _Reaper_ quietly. During the fight, he hadn't taken much damage from the Prime, but the shock that he felt when Prime had taken him down in the dark threw off his focus. The darkness was his realm, his sanctuary!

Black Wolf tried to wrap his helm around previous events.His once perfect plan was now shattered. If they didn't have Optimus Prime's head, then Airachnid couldn't win back Megatron's favor with it. Their revenge was out of reach once again. Black Wolf started stroking his chin.

Airachnid came into the command center.

"What are we going to do? Your old plan will never work now. And it never will."

"I know that," Black Wolf snapped, "I just need time to think! Megatron isn't going anywhere at the moment. We have more than enough time."

Airachnid looked at him puzzled.

"His forces are growing stronger every waking moment. What makes you think that we have time to wait?"

"Intuition," Black Wolf folded his servos together. A smile started to creep onto his faceplate and got bigger as an idea began to grow.

The End

**I know that this was a relatively short chapter and it leave a lot of cliffhangers. But bear with me! I'm going to end this story here to be able to work on my other stories. BUT, there will be a part 2 to this that will wrap up the whole thing. If you guys have any suggestion or things you would like to see happen, don't hesitate to leave me a comment! Laters! **


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